-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ALttEQIeV5Uic1pLDwwXpjLyxaB2d13PayHrcMiXqQIKa/lBzI7/DfJs375W8LWA e4cmVSRY6bUV44M4DR/0NA== 0000950134-06-013272.txt : 20060717 0000950134-06-013272.hdr.sgml : 20060717 20060717130837 ACCESSION NUMBER: 0000950134-06-013272 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060717 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060717 DATE AS OF CHANGE: 20060717 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATS MEDICAL INC CENTRAL INDEX KEY: 0000824068 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 411595629 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18602 FILM NUMBER: 06964313 BUSINESS ADDRESS: STREET 1: 3905 ANNAPOLIS LA STREET 2: SUITE 105 CITY: MINNEAPOLIS STATE: MN ZIP: 55447 BUSINESS PHONE: 6125537736 MAIL ADDRESS: STREET 1: 3905 ANNAPOLIS LANE STREET 2: SUITE 105 CITY: MINNEAPOLIS STATE: MN ZIP: 55447 FORMER COMPANY: FORMER CONFORMED NAME: ATS MEDCIAL INC DATE OF NAME CHANGE: 19920803 8-K 1 c06765e8vk.txt FORM 8-K ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: July 17, 2006 (date of earliest event reported) ATS MEDICAL, INC. (Exact name of registrant as specified in its charter) Commission File Number: 0-18602 --------------------------- Minnesota 41-1595629 (State or other jurisdiction (IRS Employer Identification No.) of incorporation) 3905 Annapolis Lane North, Suite 105 Minneapolis, Minnesota 55447 (Address of Principal Executive Offices) (763) 553-7736 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On July 17, 2006, ATS Medical, Inc. (the "Company") issued a press release to report preliminary revenue expectations for the second quarter ended June 30, 2006. The full text of the press release is furnished as Exhibit 99.1 hereto and is incorporated by reference. The information in this current report, including the exhibit thereto, is not deemed "filed" for purposes of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits 99.1 Press Release dated July 17, 2006, of ATS Medical, Inc. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ATS MEDICAL, INC. By: /s/ Michael D. Dale ------------------------------ Michael D. Dale Chief Executive Officer Date: July 17, 2006 EXHIBIT INDEX Exhibit No. Description - ---------- -------------------------------------------------------------- 99.1 Press Release, dated July 17, 2006, of ATS Medical, Inc. EX-99.1 2 c06765exv99w1.txt PRESS RELEASE EXHIBIT 99.1 [ATS MEDICAL LOGO] Contact: Michael Dale, President/CEO 763/553-7736 Investors: EVC Group, Inc. Jennifer Beugelmans, 646/277-8704 Doug Sherk, 415/896-6820 Steve DiMattia, 646/277-8706 (Media) FOR IMMEDIATE RELEASE ATS MEDICAL PROVIDES UPDATE ON 3F THERAPEUTICS ACQUISITION AND REVENUE OUTLOOK FOR SECOND QUARTER Record Year-Over-Year Revenue Growth in all Markets MINNEAPOLIS, July 17, 2006 -- ATS Medical, Inc. (NASDAQ: ATSI) today provided an update on its pending acquisition of 3F Therapeutics as well as preliminary revenue expectations for the second quarter ended June 30, 2006. "Given the recent extension of the terms of our definitive agreement to acquire 3F Therapeutics, we wanted to provide an update on the transaction and the expected timing for its close," said Michael Dale, President and CEO of ATS Medical. "Specific to sales results, we look forward to reporting strong second quarter revenue growth in all markets, fueled by sales increases in all of our product lines. We will issue our final results for the second quarter of 2006 and conduct a conference call after market close on Wednesday, August 2, 2006. Mr. Dale continued, "We believe these results underscore the cardiac surgery community's continued embrace of our products and our mission to establish ATS Medical as a leading provider of proprietary technology to the cardiovascular surgeon. Based upon our performance during the first six months of 2006, we are reiterating our guidance to surpass $40 million in revenue for the full year." "Regarding the acquisition of 3F Therapeutics, as previously disclosed, we are in the process of restating our financial statements to reflect separate accounting for embedded derivatives in our convertible senior notes issued in October 2005," continued Mr. Dale. "We expect to file amendments to our latest Form 10-K and Form 10-Q with the SEC early this week reflecting these new financials, which will allow us to file an amendment to our Form S-4 related to the 3F Therapeutics acquisition and respond to the SEC's last round of comments. We are optimistic we can conclude the SEC review process in time to hold our shareholder meeting and close this transaction in the latter half of August 2006." ABOUT ATS MEDICAL - ----------------- ATS Medical, Inc. manufactures and markets products and services focused on cardiac surgery. The Company, global in scope, has been headquartered in Minneapolis since its founding in 1991. More than 100,000 ATS Open Pivot(R) Heart Valves, which utilize a unique pivot design resulting in exceptional performance and low risk profile, have been implanted in patients worldwide. ATS Medical's focus on serving the cardiac surgery community is further strengthened by product and service offerings including ATS Simulus(TM) annuloplasty products for heart valve repair, Surgi-Frost(R) and Frost-Byte(R) products for surgical cryoablation of cardiac arrhythmias, RTI Cardiovascular for allograft tissue services, QAS home monitoring services for anticoagulation therapy, and the development of PARSUS blood filtration technology. The ATS Medical web site is http://www.atsmedical.com. SAFE HARBOR - ----------- This Press Release contains forward-looking statements that may include statements regarding intent, belief or current expectations of the Company and its management. Actual results could differ materially from those projected in the forward looking statements as a result of a number of important factors, including regulatory actions, competition, pricing pressures, supplier actions and management of growth. For a discussion of these and other risks and uncertainties that could affect the Company's activities and results, please refer to the Company's filings with the Securities and Exchange Commission including its Form 10-K for the year ended December 31, 2005, as amended. ### -----END PRIVACY-ENHANCED MESSAGE-----